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Here you find the agenda of the Annual General Meeting of Allianz SE, that took place on Wednesday, May 7, 2014 at the Olympiahalle in the Olympiapark, Coubertinplatz, 80809 Munich, Germany.

This is a translation of the Invitation to and Agenda of the Annual General Meeting of Allianz SE. Only the German version of this document is legally binding on Allianz SE. This translation is provided to shareholders for convenience purposes only. No warranty is made as to the accuracy of this translation and Allianz SE assumes no liability with respect thereto.

Agenda and Invitation (PDF, 290 KB)

Item 1: Presentation of the approved Annual Financial Statements and the approved Consolidated Financial Statements as of December 31, 2013, and of the Management Reports for Allianz SE and for the Group, the Explanatory Reports on the information pursuant to §§ 289 (4), 315 (4) and § 289 (5) of the German Commercial Code (HGB), as well as the Report of the Supervisory Board for fiscal year 2013

The documents are available on the Internet at www.allianz.com/agm-service and may be inspected at the registered office of the Company, Königinstr. 28, 80802 Munich, Germany. Upon request, a copy of the materials will also be sent to shareholders. In addition, the materials will be available and explained at the Annual General Meeting.

As stipulated by law, no resolution is planned for Agenda Item 1.

Explanations on agenda item 1 pursuant to § 124a Sentence 1 No. 2 German Stock Corporation Act (PDF, 14 KB, only in German)
Annual Reports of Allianz Group and Allianz SE

Item 2: Appropriation of net earnings

The Board of Management and the Supervisory Board propose that the net earnings (Bilanzgewinn) of Allianz SE of EUR 3,068,573,879.31 for the 2013 fiscal year shall be appropriated as follows:

Distribution of a dividend of EUR 5.30 per no-par share entitled to a dividend: EUR 2,404,893,952.80

Unappropriated earnings carried forward: EUR 663,679,926.51

The proposal for appropriation of net earnings reflects the 2,746,424 treasury shares held directly and indirectly by the Company at the time of the publication of the convocation of the Annual General Meeting in the Federal Gazette. Such treasury shares are not entitled to the dividend pursuant to § 71b of the German Stock Corporation Act (AktG). Should there be any change in the number of shares entitled to the dividend by the date of the Annual General Meeting, the above proposal will be amended accordingly and presented for resolution on the appropriation of net earnings at the Annual General Meeting, with an unchanged dividend of EUR 5.30 per each share entitled to dividend.

Dividend

Item 3: Approval of the actions of the members of the Management Board

The Management Board and the Supervisory Board propose that the actions in fiscal year 2013 of the members of the Management Board of Allianz SE that held office in fiscal year 2013 be approved.

Members of the Management Board of Allianz SE

Item 4: Approval of the actions of the members of the Supervisory Board

The Management Board and the Supervisory Board propose that the actions in fiscal year 2013 of the members of the Supervisory Board of Allianz SE that held office in fiscal year 2013 be approved.

Members of the Supervisory Board of Allianz SE

Item 5: By-election to the Supervisory Board

Mr. Igor Landau resigned as member of the Supervisory Board effective with the conclusion of the Annual General Meeting on May 7, 2014.

Pursuant to Art. 40 (2), (3) of Council Regulation (EC) No. 2157/2001 of October 8, 2001 on the Statute for a European company (SE) (SE-VO), § 17 SE Implementation Act (SE-Ausführungsgesetz, SEAG), § 21 (3) SE Participation Act (SE-Beteiligungsgesetz, SEBG), Part B of the Agreement on the Participation of Employees in Allianz SE of September 20, 2006 (Employee Participation Agreement), § 6 of the Statutes of Allianz SE, the Supervisory Board comprises twelve members who are appointed by the Annual General Meeting.

Due to the resignation of Mr. Landau effective with the conclusion of the Annual General Meeting on May 7, 2014, a shareholder representative is to be elected to the Supervisory Board by the Annual General Meeting.

The Supervisory Board proposes that the following resolution be adopted:

Mr. Jim Hagemann Snabe, residing in Kopenhagen, Denmark, Co-Chief ExecutiveOfficer of SAP AG and Director of Snabe ApS, is elected as a member of the Supervisory Board of Allianz SE for a term of office lasting until the end of the Annual General Meeting which resolves on the approval of actions for fiscal year 2016, but in no case longer than four years.

The General Meeting is not bound by this election proposal.

Information on Agenda Item 5 (details regarding the candidate for by-election to the Supervisory Board) (PDF, 85 KB)
Supervisory Board of Allianz SE

Item 6: Creation of an Authorized Capital 2014/I, cancellation of the Authorized Capital 2010/I and corresponding amendment to the Statutes

The Authorized Capital 2010/I of Allianz SE (§ 2 (3) of the Statutes of Allianz SE) in the amount of EUR 550,000,000 has not been utilized and is valid up to May 4, 2015. A new Authorized Capital amounting to EUR 550,000,000 shall be created (Authorized Capital 2014/I). The Authorized Capital 2010/I shall be cancelled when the new Authorized Capital 2014/I becomes effective.

The Management Board and the Supervisory Board, therefore, propose that the following resolution be adopted:

a) The Management Board shall be authorized to increase the Company’s capital stock once or several times on or before May 6, 2019, upon the approval of the Supervisory Board, by issuing new registered no-par value shares against contribution in cash and/or in kind by up to a total of EUR 550,000,000 (Authorized Capital 2014/I).

If the capital stock is increased against contributions in cash the shareholders are to be granted a subscription right. The shares shall be taken over by credit institutions along with the obligation that they shall be offered to shareholders for subscription. The Management Board shall be authorized, however, to exclude such shareholders’ subscription right upon the approval of the Supervisory Board
 

  • for fractional amounts;
  • to the extent necessary to grant subscription rights to new shares to holders of bonds (including participation rights) issued by Allianz SE or its Group companies that carry conversion or option rights or a conversion obligation to the extent that such holders would be entitled to after having exercised their conversion or option rights or after any conversion obligation had been fulfilled;
  • if the issue price of the new shares is not significantly below the stock market price and the aggregate number of shares issued under exclusion of subscription rights pursuant to § 186 (3) sentence 4 of the German Stock Corporation Act (AktG) does not exceed 10% of the capital stock, neither on the date on which this authorization takes effect nor on the date of exercise of this authorization. The sale of treasury shares shall be counted towards this limitation provided that the sale occurs during the term of this authorization, subject to the exclusion of subscription rights pursuant to § 186 (3) sentence 4 of the German Stock Corporation Act. Furthermore, such shares shall count towards this limitation that must be issued to service bonds (including participation rights) with conversion or option rights or a conversion obligation, provided that the bonds or participation rights were issued during the term of this authorization subject to exclusion of subscription rights in corresponding application of § 186 (3) sentence 4 of the German Stock Corporation Act.

Furthermore, the Management Board shall be authorized, upon the approval of the Supervisory Board, to exclude shareholders’ subscription rights in the case of a capital increase against contributions in kind.

The sum total of shares issued against contribution in cash and/or in kind in accordance with this authorization, subject to the exclusion of the subscription right, shall not exceed a proportionate amount of the capital stock of EUR 233,728,000 (equivalent to 20% of the current capital stock). Such shares shall count towards this limitation that must be issued, subject to the exclusion of the subscription right, to service bonds (including participation rights) with conversion or option rights or a conversion obligation, provided that the bonds or participation rights were issued during the term of this authorization or in exercise of the authorization set out in Agenda item 9 of the Annual General Meeting dated May 5, 2010.

The Management Board shall also be authorized, upon the approval of the Supervisory Board, to determine the additional rights of the shares and the conditions of the share issue.

b) § 2 (3) of the Statutes shall be amended as follows:

“2.3 The Management Board is authorized to increase the Company’s capital stock once or several times on or before May 6, 2019, upon the approval of the Supervisory Board, by issuing new registered no-par value shares against contribution in cash and/or in kind by up to a total of EUR 550,000,000 (Authorized Capital 2014/I).

If the capital stock is increased against contributions in cash the shareholders are to be granted a subscription right. The shares shall be taken over by credit institutions along with the obligation that they shall be offered to shareholders for subscription. The Management Board shall be authorized, however, to exclude such shareholders’ subscription right upon the approval of the Supervisory Board
 

  • for fractional amounts;
  • to the extent necessary to grant subscription rights to new shares to holders of bonds (including participation rights) issued by Allianz SE or its Group companies that carry conversion or option rights or a con-version obligation to the extent that such holders would be entitled to after having exercised their conversion or option rights or after any conversion obligation had been fulfilled;
  • if the issue price of the new shares is not significantly below the stock market price and the aggregate number of shares issued under exclusion of subscription rights pursuant to § 186 (3) sentence 4 of the German Stock Corporation Act (AktG) does not exceed 10% of the capital stock, neither on the date on which this authorization takes effect nor on the date of exercise of this authorization. The sale of treasury shares shall be counted towards this limitation provided that the sale occurs during the term of this authorization, subject to the exclusion of subscription rights pursuant to § 186 (3) sentence 4 of the German Stock Corporation Act. Furthermore, such shares shall count towards this limitation that must be issued to service bonds (including participation rights) with conversion or option rights or a conversion obligation, provided that the bonds or participation rights were issued during the term of this authorization subject to exclusion of subscription rights in corresponding application of § 186 (3) sentence 4 of the German Stock Corporation Act.

Furthermore, the Management Board shall be authorized, upon the approval of the Supervisory Board, to exclude shareholders’ subscription rights in the case of a capital increase against contributions in kind.

The sum total of shares issued against contribution in cash and/or in kind in accordance with this authorization, subject to the exclusion of the subscription right, shall not exceed a proportionate amount of the capital stock of EUR 233,728,000; such shares shall count towards this limitation that must be issued, subject to the exclusion of the subscription right, to service bonds (including participation rights) with conversion or option rights or a conversion obligation, provided that the bonds or participation rights were issued during the term of this authorization or in exercise of the authorization set out in Agenda item 9 of the Annual General Meeting dated May 5, 2010.

The Management Board shall also be authorized, upon the approval of the Supervisory Board, to determine the additional rights of the shares and the conditions of the share issue.”

c) The Authorized Capital 2010/I pursuant to § 2 (3) of the Statutes, adopted by the Annual General Meeting on May 5, 2010 under item 7 of the Agenda, in the amount of EUR 550,000,000, shall be cancelled upon effectiveness of the new Authorized Capital 2014/I.

d) The Management Board is instructed to file the resolution on the cancellation of the Authorized Capital 2010/I with the commercial register (Handelsregister) in such a manner that the cancellation will only be entered into the commercial register if the new Authorized Capital 2014/I to be adopted pursuant to lit. a) and b) of this Agenda item will be registered at the same time. The Management Board shall be authorized to apply to have the Authorized Capital 2014/I registered in the commercial register independently from the other resolutions of the Annual General Meeting.

 

Report on Agenda Item 6
Current issued capital, authorized and conditional capital of Allianz SE

Item 7: Creation of an Authorized Capital 2014/II for the issuance of shares to employees, cancellation of the Authorized Capital 2010/II and corresponding amendment to the Statutes

The Authorized Capital 2010/II of Allianz SE (§ 2 (4) of the Statutes of Allianz SE) created for the purpose of issuing shares to employees has been partially utilized and currently amounts to EUR 8,344,000 (originally EUR 15,000,000). The Authorized Capital 2010/II is still valid until May 4, 2015. A new Authorized Capital for the issue of shares to employees shall therefore be created (Authorized Capital 2014/II). The Authorized Capital 2010/II shall be cancelled when the new Authorized Capital 2014/II becomes effective.

The Management Board and the Supervisory Board, therefore, propose that the following resolution be adopted:

a) The Management Board shall be authorized to increase, upon the approval of the Supervisory Board, the capital stock of the Company once or several times on or before May 6, 2019, by up to a total of EUR 15,000,000 by issuing new registered no-par value shares against contributions in cash (Authorized Capital 2014/II). The Management Board may, upon the approval of the Supervisory Board, exclude shareholders’ subscription rights in order to issue the new shares to employees of Allianz SE and its Group companies. The Management Board shall further be authorized, upon the approval of the Supervisory Board, to exclude fractional amounts from the shareholders’ subscription right.

The Management Board shall be authorized, upon the approval of the Supervisory Board, to determine the additional rights of the shares and the conditions of their issue.

b) § 2 (4) of the Statutes shall be amended as follows:

“2.4 The Management Board is authorized to increase, upon the approval of the Supervisory Board, the capital stock of the Company once or several times on or before May 6, 2019, by up to a total of EUR 15,000,000 by issuing new registered no-par value shares against contributions in cash (Authorized Capital 2014/II). The Management Board may, upon the approval of the Supervisory Board, exclude shareholders’ subscription rights in order to issue the new shares to employees of Allianz SE and its Group companies. The Management Board shall further be authorized, upon the approval of the Supervisory Board, to exclude fractional amounts from the shareholders’ subscription right.

The Management Board shall be authorized, upon the approval of the Supervisory Board, to determine the additional rights of the shares and the conditions of their issue.”

c) The Authorized Capital 2010/II pursuant to § 2 (4) of the Statutes, adopted by the General Meeting on May 5, 2010 under item 8 of the Agenda, still existing in the amount of EUR 8,344,000, shall be cancelled upon the effectiveness of the new Authorized Capital 2014/II.

d) The Management Board is instructed to file the resolution on the cancellation of the Authorized Capital 2010/II with the commercial register in such a manner that the cancellation will only be entered into the commercial register if the new Authorized Capital 2014/II to be adopted pursuant to lit. a) and b) of this Agenda item will be registered at the same time. The Management Board shall be authorized to apply to have the Authorized Capital 2014/II registered in the commercial register independently from any other resolutions of the Annual General Meeting.


Report on Agenda Item 7
Current issued capital, authorized and conditional capital of Allianz SE

Item 8: Approval of a new authorization to issue bonds carrying conversion and/or option rights as well as convertible participation rights, cancellation of the current authorization to issue bonds carrying conversion and/or option rights, unless fully utilized, amendment of the existing Conditional Capital 2010 and corresponding amendment of the Statutes

By resolution pertaining to Agenda item 9 for the Annual General Meeting on May 5, 2010, the Management Board was authorized, upon the approval of the Supervisory Board, to issue bonds (including participation rights) carrying conversion or option rights for shares of the Company, on one or more occasions, on or before May 4, 2015, with a nominal value of up to EUR 10,000,000,000. To service these conversion or option rights, a Conditional Capital 2010 amounting to EUR 250,000,000 was created.

A new authorization shall be created and the current authorization, unless fully utilized, shall be cancelled. The current authorization was partially utilized in 2011 by issuing a bond carrying conversion rights in the total nominal amount of EUR 500,000,000 which both entitles and obligates the holder thereof to draw up to 6,632,285 shares of the Company (subject to possible adjustment according to the terms and conditions of the bond). Consequently, the Conditional Capital 2010 (§ 2 (5) of the Statutes) for securing the holder of the current bond must further be retained. To be able to also use the Conditional Capital 2010 for this authorization, the Conditional Capital 2010 should be amended to the effect that it is available also to service conversion or option rights or a conversion obligation, which are issued on the basis of the authorization requested under Agenda Item 8.

The Management Board and the Supervisory Board therefore propose that the following resolution be adopted: 

a) Authorization to issue bonds carrying conversion rights, bonds carrying option rights and/or convertible participation rights

aa) Nominal amount, term of authorization, number of shares

The Management Board of Allianz SE shall be authorized, upon the approval of the Supervisory Board, to issue bonds carrying conversion rights, bonds carrying option rights and/or convertible participation rights (hereinafter jointly referred to as “the bonds”) in bearer or registered form, once or several times on or before May 6, 2019, in the nominal amount of up to EUR 10,000,000,000 with or without definite maturity, and to grant the holders of the bonds conversion or option rights for the shares of the company in a proportionate amount of the capital stock of up to EUR 230,000,000 according to the terms and conditions of the bonds. The bonds may also be issued against contributions in kind.

In addition to euros, the bonds may also be issued in the legal currency of an OECD country – limited to the appropriate equivalent amount in euros. The bonds may also be issued by Group companies of the Company; in such case, the Management Board shall be authorized to issue a guarantee in respect of the bonds on behalf of the Company and to grant the holders of such bonds conversion or option rights, as applicable, on shares of the Company.

bb) Granting of subscription rights, exclusion of subscription rights

Shareholders shall generally have a subscription right to acquire the bonds. The bonds may also be acquired by one or several financial institutions, provided that such institutions commit to offer them for subscription to the shareholders. The Management Board shall, however, be authorized, upon the approval of the Supervisory Board, to exclude subscription rights of shareholders
 

  • for fractional amounts;
  • to the extent necessary to grant subscription rights to shares of the Company to holders of bonds carrying conversion or option rights or mandatory convertible bonds and/or convertible participation rights to such an extent as such holders would be entitled to after having exercised their conversion or option rights or after any conversion obligations have been fulfilled;
  • if the bonds are issued against payment in cash and the issue price is not significantly lower than the theoretical market value of the bonds as calculated using recognised finance-mathematical methods. This authorization to exclude subscription rights shall only apply, however, to bonds carrying rights to receive shares corresponding to a proportionate amount of the capital stock not exceeding 10% in the aggregate, neither on the date on which this authorization takes effect nor on the date of exercise of this authorization. The sale of treasury shares shall be counted towards this limitation, if the sale occurs during the term of this authorization to the exclusion of subscription rights pursuant to § 186 (3), sentence 4 of the German Stock Corporation Act. In addition, shares issued during the term of this authorization from Authorized Capital shall be counted towards this limitation, provided that subscription rights are excluded pursuant to § 186 (3), sentence 4 of the German Stock Corporation Act;
  • if the bonds are issued against contributions in kind, provided that the value of the contribution in kind is proportionate to the market value of the bonds as calculated pursuant to the preceding paragraph.

The sum total of shares which are to be issued in connection with bonds, which in accordance with this authorization had been issued to the exclusion of the subscription right or which have been issued to the exclusion of the subscription right in exercise of the authorization set out in Agenda item 9 of the Annual General Meeting dated May 5, 2010, shall, taking into account shares issued during the term of this authorization from the Authorized Capital 2014/I subject to the exclusion of the subscription right, not exceed a proportionate amount of the capital stock of EUR 233,728,000 (equivalent to 20% of the current capital stock).

cc) Conversion right, conversion obligation

If bonds carrying conversion rights are issued, the holders can convert their bonds into Company shares according to the terms and conditions of the bonds. The proportionate share in the capital stock of the shares to be issued upon conversion shall not exceed the nominal value, or a lower issue amount, of the convertible bond or the convertible participation right. The exchange ratio is calculated by dividing the nominal value of the bond by the conversion price for one share of the Company. The exchange ratio can also be calculated by dividing the issue price of the bond, which may be lower than its nominal value, by the conversion price for one share of the Company. The exchange ratio may be rounded up or down to a whole number; in addition, a cash premium may be stipulated. It may also be stipulated that fractional amounts are to be combined and/or settled in cash. The terms and conditions may also stipulate a fixed or a variable exchange ratio.

The terms and conditions may stipulate a conversion obligation. The terms and conditions may further stipulate the right of the Company to grant holders of convertible bonds or convertible participation rights, on maturity or at any prior time, either in whole or in part, in lieu of the payment of the due sum, shares of the Company (Company’s right to substitute).

The terms and conditions of the bonds may entitle the Company to settle in cash, either in part or in whole, any difference between the nominal value of the convertible bonds or the convertible participation right and the result obtained from multiplying the exchange ratio and a stock market price of the shares at the time of the mandatory exchange. The stock market price, in accordance with the calculation described in the previous sentence, shall amount to at least 80% of the relevant stock market price per share for the lower conversion price limit, pursuant to lit. ee) below.

dd) Option right

If bonds carrying option rights are issued, one or more warrants shall be attached to each bond, entitling the bearer to purchase shares of the Company pursuant to the terms and conditions of the warrants to be more closely defined by the Management Board. The proportionate share in the capital stock of the shares to be issued per bond may not exceed the nominal value of the bond carrying option rights. The terms and conditions of the bonds may also stipulate that the number of shares to be subscribed on exercising the option rights is variable. The terms and conditions of the bonds or option rights may stipulate that the option price can also be paid by means of transferring bonds (part-exchange) and where applicable by making an additional cash payment.

ee) Conversion/option price

The conversion or option price, as applicable, per share must be equal to either at least 80% of the average closing prices of shares of Allianz SE in the Xetra-trading system (or any comparable successor system) over the ten trading days in Frankfurt am Main preceding the day on which the Management Board resolves to issue the bonds or at least 80% of the average closing price of Allianz SE shares in Xetra-trading (or any comparable successor system) over the days on which the subscription rights are traded on the Frankfurt Stock Exchange, except the last two trading days of the subscription rights trading period.

In the case of bonds with mandatory conversion or a substitution right of the Company, the conversion price for a share to be set must correspond at least to either the aforementioned minimum price or the average closing price of the share of Allianz SE over the ten trading days in the Xetra-trading system (or any comparable successor system) before the day on which the conversion becomes effective.

The terms and conditions of the bonds may stipulate that the option or conversion price, subject to the above mentioned minimum prices, can be changed within a margin to be specified by the Management Board based on the development of the share price over the term.

Notwithstanding § 9 (1) of the German Stock Corporation Act, the terms and conditions of the bonds may contain anti-dilution clauses to provide protection during the conversion or option period against the Company raising its capital stock, issuing additional bonds carrying conversion or option rights or convertible participation rights or granting or guaranteeing further option rights without granting the holders of conversion or option rights the subscription rights to which they would be entitled if they exercised their conversion or option rights or if the conversion obligation were fulfilled. The terms and conditions may also stipulate, to cover other measures taken by the Company or events that might result in a dilution of the value of the conversion or option rights (e.g. dividends), a value-preserving adjustment of the conversion or option price or of the option ratio, or the granting cash components. The proportionate share in the capital stock of the shares to be issued per bond may not, in any instance, exceed the nominal value of the bond.

ff) Further structuring possibilities

The terms and conditions may stipulate that treasury shares also be granted in the case of a conversion or exercise of option rights. It may also be stipulated that the Company does not grant holders of conversion or option rights shares in the Company, but instead pays the equivalent amount in cash.

gg) Authorization to define further terms and conditions

The Management Board is authorized to define the further details related to the issue and structuring of the bonds, particularly with respect to interest rate, issue price, term and denomination, conversion or option price, and conversion or option period, or to stipulate such details in agreement with the administrative bodies of the Group issuing the bonds.

b) Amendment of the resolution passed on May 5, 2010 for creating a Conditional Capital 2010

The resolution by the Annual General Meeting of the Company on May 5, 2010, for creating a Conditional Capital 2010 (§ 2 (5) of the Statutes) is amended as follows:

The capital stock shall be conditionally increased by up to EUR 250,000,000 by issuing up to 97,656,250 new, registered, no-par value shares with entitlement to share in profits from the start of the financial year of their issue (Conditional Capital 2010/2014). The conditional capital increase shall enable the issue of shares to the holders of bonds or participation rights, which were issued according to the authorization of the Annual General Meeting of May 5, 2010 under Agenda Item 9 or according to the authorization referred to above, insofar as such bonds have been issued against payment in cash.

The new shares shall be issued at the conversion or option price pursuant to the aforementioned authorization or the authorization of May 5, 2010, on issuing bonds carrying conversion and/or option rights. The conditional capital increase shall be carried out only to the extent that conversion or option rights granted under bonds issued against cash are exercised or that conversion obligations of such bonds are fulfilled, and to such extent as the conversion or option rights or conversion obligations are not serviced through treasury shares, through shares from authorized capital or through other forms of fulfilment.

The Management Board shall be authorized to determine further details of the conditional capital increase.

c) Cancellation of the authorization of May 5, 2010, unless fully utilized

The authorization to issue bonds carrying conversion and/or option rights resolved by the Annual General Meeting on May 5, 2010 under Agenda Item 9 shall, unless fully utilized, be cancelled. This cancellation will not become effective until the new authorization to issue bonds carrying conversion and/or option rights, as well as convertible participation rights pursuant to the resolution under lit. a), as well as the amendment of the Conditional Capital 2010 pursuant to the resolution under lit. b) has come into force.

d) Amendment to the Statutes

§ 2 (5) of the Statutes is being amended as follows:

“2.5 The capital stock shall be conditionally increased by up to EUR 250,000,000 by issuing up to 97,656,250 new, registered, no-par value shares with entitlement to share in profits from the start of the financial year of their issue (Conditional Capital 2010/2014). The conditional capital increase shall be carried out only to the extent that conversion or option rights are exercised by holders of conversion or option rights attached to bonds which Allianz SE or its Group companies have issued against cash payments according to the authorization resolution of the Annual General Meeting of May 5, 2010 or the authorization resolution of the Annual General Meeting of May 7, 2014, or that conversion obligations under such bonds are fulfilled, and only insofar as the conversion or option rights or conversion obligations are not serviced through treasury shares, through shares from authorized capital or through other forms of fulfilment. The Management Board is authorized to determine further details of the conditional capital increase.”

e) Registration with the commercial register, authorization to amend the Statutes

The Management Board is authorized to register the amendment of the Conditional Capital 2010 for entry in the commercial register, irrespective of the other resolutions of the Annual General Meeting.

The Supervisory Board shall be authorized to make adjustments to the wording of the Statutes in accordance with the respective issue of shares to be subscribed, as well as any other amendments to the Statutes in connection therewith that concern merely the wording. The same applies in the event that the authorization to issue bonds has not been utilized upon expiry of the term of authorization, as well as in the event that the Conditional Capital 2010/2014 has not been utilized upon expiry of the deadlines for exercising conversion and option rights or for fulfilling conversion obligations.

 

Report on Agenda Item 8
Current issued capital, authorized and conditional capital of Allianz SE

Item 9: Authorization to acquire treasury shares for trading purposes

The authorization to acquire treasury shares for trading purposes pursuant to § 71 (1) no. 7 of the German Stock Corporation Act, adopted by the Annual General Meeting on May 5, 2010, expires on May 4, 2015. This authorization shall be renewed.

The Management Board and the Supervisory Board, therefore, propose that the following resolution be adopted:

a) Domestic or foreign credit institutions, within the meaning of § 71 (1) no. 7 of the German Stock Corporation Act, that are majority-owned by Allianz SE, shall be authorized to buy and sell shares of the Company for trading purposes. The total number of shares acquired, together with other treasury shares held by the Company (or that the Company is deemed to hold pursuant to §§ 71a et seq. of the German Stock Corporation Act), shall at no time exceed 10% of the capital stock.

b) Based on this resolution, shares shall be acquired only if the consideration paid per share does not exceed by more than 10%, and does not fall short of by more than 10%, the average of the share prices (closing price in the Xetra-trading system or any comparable successor system) of Allianz SE during the three trading days in Frankfurt am Main preceding the acquisition of the shares.

c) The trading position in shares acquired for this purpose shall not, at the end of any day, exceed 5% of the capital stock of Allianz SE.

d) This authorization shall be effective until May 6, 2019. The currently existing authorization to acquire treasury shares for trading purposes, adopted by the Annual General Meeting on May 5, 2010 under item 10 of the Agenda, and expiring on May 4, 2015, shall be cancelled upon the new authorization becoming effective.

Item 10: Authorization to acquire and utilize treasury shares for other purposes

The authorization to acquire and utilize treasury shares pursuant to § 71 (1) no. 8 German Stock Corporation Act, adopted by the Annual General Meeting on May 5, 2010, expires on May 4, 2015. This authorization shall be renewed.

The Management Board and the Supervisory Board, therefore, propose that the following resolution be adopted:

a) Allianz SE shall be authorized to acquire treasury shares in an amount of up to 10% of the current capital stock of Allianz SE; the total amount of treasury shares acquired, together with other treasury shares held by Allianz SE (or shares that the Company is deemed to hold pursuant to §§ 71a et seq. German Stock Corporation Act) must at no time exceed 10% of the capital stock. This authorization shall not be used for the purpose of trading in the Company’s shares.

b) This authorization may be exercised in part or in whole and once or several times, to pursue one or several purposes by Allianz SE or by other companies controlled or majority-owned by Allianz SE or by third parties acting for the account of such companies or for the account of the Company. This authorization shall be effective until May 6, 2019. The authorization to acquire and utilize treasury shares for other purposes, granted at the Annual General Meeting of the Company on May 5, 2010, shall be cancelled upon this new authorization coming into effect.

c) The acquisition may be carried out at the discretion of the Management Board (1) through a stock exchange, (2) through a public tender offer, or (3) through a public exchange offer for shares of a stock exchange-listed company within the meaning of § 3 (2) of the German Stock Corporation Act.

(1) If the shares are repurchased over a stock exchange, the purchase price per share (excluding incidental costs) shall not exceed by more than 10%, and not fall short of by more than 10%, the opening auction price on the trading day in Frankfurt am Main in the Xetra-trading system (or any comparable successor system).

(2) If the shares are repurchased through a public tender offer, the tender price per share or the high and low ends of the price range (without incidental costs) shall not exceed by more than 10%, and not fall short of by more than 20%, the closing price in the Xetra-trading system (or any comparable successor system) on the third trading day in Frankfurt am Main prior to the public announcement of the tender offer. If, after the publication of the public tender offer, material deviations in the relevant market price occur, the offer or invitation to tender shares can be adjusted. In such a case, the basis of any adjustment will be the stock exchange price on the third trading day in Frankfurt am Main prior to the public announcement of an adjustment.

(3) If the shares are acquired through a public tender offer to exchange Allianz SE shares for shares of a stock exchange-listed company within the meaning of § 3 (2) German Stock Corporation Act (“exchange shares”), the exchange ratio may be stipulated or may be determined by way of an auction. Consideration in cash may supplement the delivery of exchange shares or may be used to settle fractional amounts. Irrespective of the procedure for the exchange, the exchange price per share or the relevant high and low ends of the exchange price range in form of one or more exchange shares and calculative fractional amounts, including any cash or fractional amounts (excluding incidental costs), shall not exceed by more than 10%, and not fall short of by more than 20%, the relevant value per share in Allianz SE.

The relevant value of the shares of Allianz SE and of the exchange shares shall be determined based on the relevant closing price in the Xetra-trading system (or, if the shares are not traded in the Xetra-trading system, the trading system used in the particular market segment that is most similar to Xetra) on the third trading day in Frankfurt am Main prior to the public announcement of the exchange offer. If, after the public announcement of the public exchange offer, substantial deviations of the relevant prices occur, the offer can be adjusted. In such a case the basis of any adjustment will be the relevant prices on the third trading day in Frankfurt am Main prior to the public announcement of an adjustment.

In the cases of (2) and (3), the volume of the acquisition can be restricted. If the public tender offer to repurchase or exchange is oversubscribed, the shares will be acquired on a pro-rata basis to the respective tendered shares; to this extent the right of shareholders to tender their shares pro-rata to their participation quota is excluded. Preferential acceptance may be provided for small lots of up to 100 tendered shares per shareholder. The repurchase or exchange offer may stipulate additional conditions.

d) The Management Board shall be authorized to use shares of the Company repurchased on the basis of this authorization for any lawful purposes, including any of the following:

(1) The shares can be sold in ways other than on a stock exchange or through an offer to the shareholders if they are sold for cash at a price not substantially below the stock exchange price of shares of the Company at the time of the sale. This authorization is, however, subject to the requirement that the total number of shares sold under exclusion of subscription rights pursuant to § 186 (3) sentence 4 German Stock Corporation Act shall not exceed 10% of the capital stock, neither at the time of this authorization becoming effective nor at the time of its exercise. All shares must be counted towards this limitation that are issued from authorized capital during the term of this authorization under exclusion of subscription rights pursuant to § 186 (3) sentence 4 of the German Stock Corporation Act. Furthermore, shares required to be issued to meet obligations arising from bonds (including participation rights) carrying conversion or option rights or conversion obligations must also be counted towards this limitation, provided that these bonds or participation rights were issued during the term of this authorization under exclusion of subscription rights in corresponding application of § 186 (3) sentence 4 of the German Stock Corporation Act.

(2) The shares may be sold for contributions in kind, particularly in connection with the acquisition of companies or interests in companies.

(3) The shares may be utilized for placement of Company shares on foreign stock exchanges on which they are not yet admitted for trading. The initial offer price (excluding incidental costs) of these shares when being placed on additional stock exchanges may not be more than 5% below the closing price in the Xetra-trading system (or any comparable successor system) on the last trading day in Frankfurt am Main prior to the listing.

(4) The shares may be used to meet obligations under conversion or option rights which were granted by the Company or any of its Group companies in connection with bond issues (including participation rights), or to meet obligations arising from bonds carrying conversion obligations (or participation rights) issued by the Company or any of its Group companies.

(5) The shares may, up to a maximum corresponding capital stock amount of EUR 5,000,000, be offered for purchase, or transferred to, employees of Allianz SE or any of its Group companies.

(6) The shares may be redeemed without an additional resolution by the General Meeting authorizing such redemption of shares or its implementation. The redemption will result in a capital decrease. Deviating from this, the Management Board may decide that the capital stock shall remain unchanged by the redemption and that instead of that the redemption will increase the proportionate share of the remaining shares in the capital stock pursuant to § 8 (3) German Stock Corporation Act. In this case, the Management Board shall be authorized to adjust the number of shares stated in the Statutes.

e) The authorizations under lit. d) shall also apply to the use of shares of the Company repurchased on the basis of earlier authorizations pursuant to § 71 (1) no. 8 German Stock Corporation Act and to any shares repurchased by Group companies or pursuant to § 71d sentence 5 German Stock Corporation Act.

f) The authorizations under lit. d) may be exercised once or several times, in part or in whole, individually or jointly. The authorizations under lit. d), (1), (2), (4) and (5) may also be exercised by companies controlled or majority-owned by Allianz SE or by third parties acting on the account of such companies or on the account of the Company.

g) The shareholders’ subscription rights on these treasury shares shall be excluded insofar as these shares are used according to the above authorization under lit. d) (1) through (5). Furthermore, the Management Board shall be authorized, in the event of an offer to acquire treasury shares to shareholders, to grant holders of bonds (or participation rights) carrying conversion or option rights or conversion obligations issued by the Company or its Group companies subscription rights on these shares to the extent they would be entitled thereto after having exercised the conversion or option right or after any conversion obligation has been fulfilled; to this extent, shareholders’ subscription rights for these treasury shares shall be excluded.

Report on Agenda Item 10

Item 11: Authorization to use derivatives in connection with the acquisition of treasury shares pursuant to § 71 (1) no. 8 AktG

In addition to the authorization to be resolved under Agenda item 10 to acquire treasury shares pursuant to § 71 (1) no. 8 German Stock Corporation Act the Company (AktG) shall also be authorized to acquire treasury shares using derivatives.

The Management Board and the Supervisory Board, therefore, propose that the following resolution be adopted:

a) In addition to the authorization resolved by the Annual General Meeting on May 7, 2014 under Agenda item 10, the acquisition of treasury shares may pursuant to said authorization also be carried out by (1) selling options, whereby the Company takes on the obligation to acquire shares in Allianz SE upon exercise (“put options”), (2) purchasing options that entitle the Company to acquire shares in Allianz SE upon exercise (“call options”), (3) concluding purchase agreements, in which there are more than two trading days between the conclusion of the agreement for purchasing Allianz SE shares and the fulfillment through the delivery of Allianz SE shares (“forward purchases”) or (4) a combination of put and call options and forward purchases (all referred to in the following as “derivatives”). The acquisition of treasury shares by way of derivatives has to be carried out by a credit institution or an enterprise within the meaning of § 186 (5) sentence 1 German Stock Corporation Act.

b) The total of put options sold, call options purchased and forward purchases concluded under this authorization may be in relation to a maximum number of shares which do not exceed a total of 5% of the current capital stock of the Company. The term of the individual derivatives is not permitted to exceed 18 months, must end on May 6, 2019, at the latest, and must be chosen in such a way that the acquisition of Allianz shares upon the exercise or fulfillment of the derivatives will take place no later than May 6, 2019.

c) The terms and conditions of the derivatives shall ensure that the shares to be delivered to the Company upon exercise or fulfillment of the derivatives have previously been acquired in keeping with the legal principle of equal treatment via the stock exchange at the share price in the Xetra-trading system (or any comparable successor system) effective at the time the shares were acquired.

d) The price stipulated in the derivative for the acquisition of one share (excluding incidental costs) in case the options are exercised or the forward purchases are fulfilled shall not exceed by more than 10%, and not fall short of by more than 10%, the opening auction price in the Xetra-trading system (or any comparable successor system) on the day the derivative contract is concluded. The acquisition price paid by the Company for options shall not materially exceed, and the selling price received by the Company for options shall not materially fall short of, the theoretical market value of the relevant options determined according to recognized principles of financial mathematics, the calculation of such market value taking into account inter alia the agreed exercise price. The forward rate agreed by the Company for forward purchases shall not materially exceed the theoretical forward rate determined according to recognized principles of financial mathematics, the calculation of which takes into account inter alia the current stock exchange price and the term of the forward purchase.

e) If treasury shares are acquired using derivatives according to the above rules, the right of shareholders to conclude such derivative contracts with the Company is excluded, applying § 186 (3) sentence 4 German Stock Corporation Act with the appropriate changes. Shareholders shall have a right to tender their shares in the Company only insofar as the Company is obligated vis-à-vis the shareholder to purchase shares under the derivative terms and conditions. Any further right to tender is excluded.

f) For the use of treasury shares acquired using derivatives the rules resolved by the Annual General Meeting on May 7, 2014 under Agenda item 10 lit. d) to g) shall apply with the appropriate changes.

Report on Agenda Item 11

Item 12: Approval to amend existing company agreements

The following company agreements exist between Allianz SE and the subsidiaries of Allianz SE legally structured as a GmbH listed below:

a) Profit transfer agreement of December 20, 2001, with Allianz Finanzbeteiligungs GmbH, Munich

b) Control and profit transfer agreement of October 31, 2007, with Allianz Argos 14 GmbH, Munich

c) Control and profit transfer agreement of August 30, 2002, with AZ-Arges Vermögensverwaltungsgesellschaft mbH, Munich

d) Control and profit transfer agreement of April 10, 2002, with IDS GmbH – Analysis and Reporting Services, Munich.

A legislative change has necessitated the amendment of the aforementioned company agreements. Pursuant to the law on changing and simplifying corporate taxation and the tax travel expense law that came into force on February 26, 2013, profit transfer agreements with companies legally structured as a GmbH must now, for recognition of the tax group, provide a so-called "dynamic reference" to § 302 of the German Stock Corporation Act. With the amendment agreements, these new requirements will be met. The previously provided reference to the legal regulation on loss assumption pursuant to § 302 of the German Stock Corporation Act will be supplemented by the dynamic reference "in the applicable version thereof".

Therefore, the Management Board and the Supervisory Board propose the approval of the following amendment agreements:

a) Amendment agreement of March 10, 2014, to the profit transfer agreement with Allianz Finanzbeteiligungs GmbH, Munich,

b) Amendment agreement of March 10, 2014, to the control and profit transfer agreement with Allianz Argos 14 GmbH, Munich,

c) Amendment agreement of March 10, 2014, to the control and profit transfer agreement with AZ-Arges Vermögensverwaltungsgesellschaft mbH, Munich, as well as

d) Amendment agreement of March 7/10, 2014, to the control and profit transfer agreement with IDS GmbH – Analysis and Reporting Services, Munich.

Each of the amendment agreements has the following key content:

  • The existing loss assumption obligation of Allianz SE under the company agreements is supplemented to the effect that Allianz SE is under an obligation, pursuant to the provisions of § 302 of the German Stock Corporation Act in the applicable version thereof, to balance the annual deficit incurred at the subsidiary during the term of the agreement.
  • The remaining content of the company agreements remains unchanged.

The amendment agreements come into force upon the approval of the Annual General Meeting of Allianz SE and the subsequent entry in the commercial register of the participating subsidiary concerned. Allianz SE is the sole shareholder of the subsidiaries mentioned above. Therefore, according § 293b (1) of the German Stock Corporation Act, a review of the amendment agreement by a contract auditor is not necessary.

The following documents are available online at www.allianz.com/agm-service:

  • Original company agreements
  • Amendment agreements to the company agreements
  • Joint reports by the Management Board of Allianz SE, and by the management of the subsidiary concerned
  • Annual accounts and status reports, as appropriate, for Allianz SE, and for the subsidiary concerned for the previous three financial years.

The documents will also be available at the Annual General Meeting of Allianz SE.

Information on Agenda Item 12